Does an LLC or stock corporation in Switzerland strictly need a business account?
For formation with a cash contribution, an LLC or stock corporation needs an account where the capital is deposited. In the case of the stock corporation, the law explicitly prescribes that cash contributions must be deposited with a bank to the exclusive disposal of the company (Art. 633 Abs. 1 OR). The bank may only release the amount once the company is registered in the commercial register (Art. 633 Abs. 2 OR).
For the LLC, the same basic idea applies through the reference to the provisions of stock corporation law on the performance and verification of contributions. Upon formation, the contribution corresponding to the issue price must be paid in full for each share (Art. 777c Abs. 1 OR). In all other respects, the provisions of stock corporation law apply accordingly to the performance and verification of contributions (Art. 777c Abs. 2 Ziff. 3 OR).
In practice, this means: Before the actual business account, there is usually a capital contribution account. This account is not a normal account for invoices, wages, or card payments. It serves to securely deposit the share capital and to prove that the contributions have been made.
After registration in the commercial register, the capital is released. Depending on the bank, the capital contribution account is then converted into an operational business account, or the money is transferred to a newly opened business account of the company.
How does the capital contribution account differ from the business account?
The capital contribution account is a temporary blocked account for the formation phase. The business account is the current account of the company for day-to-day operations.
The difference is important because you cannot freely use the capital before registration in the commercial register. The bank holds the money back until the registration of the LLC or stock corporation. For the stock corporation, this follows directly from Art. 633 Abs. 2 OR. For the LLC, it follows from the corresponding application of the stock corporation contribution provisions pursuant to Art. 777c Abs. 2 Ziff. 3 OR.
Thus, the capital contribution account primarily serves a verification function. The bank issues a confirmation upon receipt of the money. In the case of a stock corporation, this confirmation is explicitly required as evidence in the deed of incorporation, namely as confirmation of the deposit of cash contributions (Art. 631 Abs. 2 Ziff. 4 OR). The Commercial Register Ordinance also requires a certificate for cash contributions for the stock corporation, showing at which bank the contributions are deposited, unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV).
The business account, on the other hand, begins where normal operations begin. From it, you pay rent, software subscriptions, suppliers, wages, social security, and taxes. Customer payments also typically run through this account later on.
How much capital must be paid in for an LLC and a stock corporation?
For the LLC, the statutory minimum share capital is CHF 20'000 (Art. 773 Abs. 1 OR). This capital must be paid in full upon formation, because for each share, the contribution equal to the issue price must be made in full (Art. 777c Abs. 1 OR).
For the stock corporation, the statutory minimum share capital is CHF 100'000 (Art. 621 Abs. 1 OR). However, the entire share capital does not necessarily have to be fully paid up at the time of incorporation. The law requires that at least 20 percent of the nominal value of each share be paid in (Art. 632 Abs. 1 OR). In addition, the total contributions made must be at least CHF 50'000 (Art. 632 Abs. 2 OR).
In practice, this means for founders: An LLC with minimum capital basically requires CHF 20'000 in the capital contribution account. A stock corporation requires at least CHF 50'000 with minimum paid-up capital, even though the share capital is at least CHF 100'000.
It is also important that the capital matches the planned structure. The details on the bank form, in the articles of association, in the public deed, and in the commercial register application should match. Errors in the company name, registered office, capital amount, or ownership structures can trigger queries and delay the formation.
What documents does the bank typically request?
When opening an account, the bank does not just check whether the money is received. It needs to know who it is entering into a business relationship with and who is behind the company. This is not only related to internal bank processes, but also to anti-money laundering law.
Financial intermediaries must identify the contracting party using a reliable document when establishing a business relationship. In the case of a legal entity, they must also note the authorization provisions and verify the identity of the persons acting on behalf of the company (Art. 3 Abs. 1 GwG).
In addition, the bank must determine with due diligence who the beneficial owner is (Art. 4 Abs. 1 GwG). In the case of an operationally active legal entity, it must obtain a written declaration as to who the beneficial owner is (Art. 4 Abs. 2 lit. b GwG).
For this reason, banks in practice frequently request proof of identity of the founders, details of shareholders or beneficial owners, information on the planned business purpose, and documents relating to the future company. Depending on the bank, the sector, and international connections, additional questions may be asked about the source of funds or the business model.
For founders, this is sometimes tedious, but legally understandable. The bank is not simply opening an account for a project, but a regulated business relationship with a future legal entity.
When should you open the bank account during the formation process?
You should open the capital contribution account as soon as the most important formation details have been determined. This includes in particular the company name, legal form, registered office, capital amount, ownership structures, corporate bodies, and purpose.
You should not submit the application too early if key details could still change. However, you should also not start too late, because the bank's verification takes time. Particularly in the case of foreign founders, complex shareholding structures, holding structures, or regulated business models, opening an account can take longer.
A sensible sequence typically looks like this: First, the formation details and articles of association are prepared. Then, the capital contribution account is requested from the bank. After the bank's verification, the capital is paid in. The bank then issues the capital contribution confirmation. This is included in the formation documents. After the public notarization, the company is registered in the commercial register. Only after registration in the commercial register does the bank release the capital.
If you need support with the Gründung, Jurata is always happy to help you – whether forming an LLC or stock corporation. Thanks to partnerships with UBS and Zürcher Kantonalbank, opening the capital contribution and business account is integrated directly into the process.
What should you look out for when choosing a bank?
When it comes to the Geschäftskonto GmbH Schweiz, many think of fees first. These are important, but not the only point. Particularly in the formation phase, how quickly and clearly the bank works also counts.
Crucial factors are whether the bank has experience with LLC and stock corporation formations, how digital the opening process is, what documents they request, and how quickly they issue the capital contribution confirmation. Equally important are the subsequent conditions for the business account. These include account management fees, payment packages, cards, e-banking, accounting interfaces, foreign currency accounts, and fees for international payments.
If you work with foreign customers, suppliers, or investors, you should pay particular attention to foreign currencies, international transfers, and compliance requirements. If you are starting a very local service business, on the other hand, simple account management, quick accessibility, and good accounting interfaces may be more important.
The choice of bank is therefore not just a formality. It influences how smoothly your LLC or stock corporation can pay, settle accounts, and grow after formation.
What happens after registration in the commercial register?
After registration in the commercial register, the moment for which the capital contribution account was designed is reached. For the bank account, this step is central because only then does the bank release the deposited capital (Art. 633 Abs. 2 OR).
From this point on, the formation capital becomes usable company assets. The company can use it to pay initial costs, make investments, or secure liquidity for ongoing operations. It is important to note, however, that from this point on, the capital belongs to the company, not to the founders privately. Private expenses should therefore not run through the business account.
Especially with an LLC or stock corporation, the separation between private and business assets is central. The business account helps to implement this separation cleanly. It simplifies bookkeeping, reduces errors in taxes and social security, and creates transparency towards co-shareholders, the board of directors, the auditors, or authorities.
Common mistakes when opening an account
A common mistake is to confuse the capital contribution account with the subsequent business account. The capital contribution account is blocked until registration in the commercial register and is not intended for day-to-day payment transactions.
A second mistake is contradictory information. If the company name, registered office, capital amount, or ownership structures do not match between the bank, the articles of association, and the incorporation deed, queries arise. This costs time.
A third mistake is requesting the bank account too late. The check under anti-money laundering law can take longer, especially if several people are involved or if there are foreign connections. Anyone who only requests an account shortly before the notary appointment risks delays.
A fourth mistake is mixing private and business payments after formation. The business account should be consistently used for business transactions. Private expenses and reimbursements must be properly documented.
Conclusion: The business account is more than a formality
A business account for an LLC or stock corporation in Switzerland is part of a legally regulated formation process. In the case of a cash contribution, a capital contribution account is opened first, in which the legally required capital is deposited. For the LLC, the minimum capital is CHF 20'000 and must be paid in full (Art. 773 Abs. 1 OR and Art. 777c Abs. 1 OR). For the stock corporation, the minimum share capital is CHF 100'000, of which at least CHF 50'000 must be paid upon incorporation (Art. 621 Abs. 1 OR and Art. 632 Abs. 2 OR).
The bank may only release the deposited money after registration in the commercial register (Art. 633 Abs. 2 OR). At the same time, it must verify the contracting party, the persons acting on behalf of the company, and the beneficial owners (Art. 3 Abs. 1 GwG and Art. 4 Abs. 2 lit. b GwG).
Anyone wishing to open a Geschäftskonto für eine GmbH in der Schweiz or for a stock corporation should therefore not only compare fees. Crucial factors are a cleanly prepared formation process, complete documentation, a suitable bank, and an account that fits the business model after formation.
